Sponda - Tender offer

POLAR BIDCO S.À R.L. LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR ALL SHARES IN SPONDA PLC

THIS  RELEASE MAY NOT BE RELEASED,  PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE
OR  IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.


Sponda Plc                Stock Exchange Release         5 June 2017, 9:03


POLAR  BIDCO S.À R.L. LAUNCHES  A VOLUNTARY RECOMMENDED  PUBLIC TENDER OFFER FOR
ALL SHARES IN SPONDA PLC

Polar  Bidco S.à r.l. (the  "Offeror"), a corporation owned  by funds advised by
affiliates  of  The  Blackstone  Group  L.P.  (together  with  its  consolidated
subsidiaries,  "Blackstone"), and  Sponda Plc  ("Sponda") have  on June 5, 2017
entered  into a combination agreement  (the "Combination Agreement") pursuant to
which  the  Offeror  will  make  a  voluntary recommended public tender offer to
purchase  all issued and  outstanding shares in  Sponda (the "Tender Offer"). In
the  Tender Offer, Sponda  shareholders will be  offered a cash consideration of
EUR  5.19 for each  share in  Sponda representing  an aggregate  equity purchase
price of approximately EUR 1,763 million for Sponda shares.

Summary of the Tender Offer

  * The offer price is EUR 5.19 in cash for each share in Sponda (the "Offer
    Price");
  * Under the Combination Agreement, Sponda has the right to distribute a
    dividend of a maximum of EUR 0.12 per share before the completion of the
    Tender Offer. The Offer Price will be adjusted downwards on a euro-for-euro
    basis if any such dividend were to be distributed. Should the maximum
    dividend of EUR 0.12 per share permitted under the Combination Agreement be
    distributed, the Offer Price would be adjusted to EUR 5.07 in cash on the
    record date of the dividend payment.
  * The Offer Price represents a premium of:

      * 28.1 percent to the three-month volume-weighted average price of Sponda
        share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") up to and including
        June 2, 2017;
      * 20.7 percent to the closing price of Sponda share on Nasdaq Helsinki on
        June 2, 2017 (i.e., the last day of trading before the announcement of
        the Tender Offer); and
      * 1.8 percent to the EPRA NNNAV (adjusted net asset value) based on the
        unaudited interim report as at and for the three months ended March
        31, 2017;
  * The Offer Price provides full value relative to Sponda's IFRS net asset
    value based on the unaudited interim report as at and for the three months
    ended March 31, 2017;
  * The Board of Directors of Sponda has unanimously decided to recommend to
    shareholders of Sponda to accept the Tender Offer;
  * The largest shareholders of Sponda Mercator Invest Ab, HC Fastigheter
    Holding Oy Ab and Varma Mutual Pension Insurance Company as well as Sponda's
    President and CEO Kari Inkinen, together representing approximately 46.9
    percent of the shares have, subject to certain customary conditions,
    irrevocably undertaken to accept the Tender Offer;
  * Certain funds advised by affiliates of Blackstone have executed an equity
    commitment letter addressed to the Offeror confirming the financing for the
    payment of the aggregate Offer Price for all of the shares in Sponda in
    connection with the Tender Offer and in the subsequent mandatory redemption
    procedure;
  * The Tender Offer is subject to necessary regulatory approvals, permits and
    consents, including without limitation competition clearances, and the
    Offeror gaining control of more than 90 percent of the issued and
    outstanding shares and voting rights of Sponda;
  * The Offeror will, on or about June 12, 2017, publish a tender offer document
    with detailed information on the Tender Offer; and
  * The offer period for the Tender Offer is expected to commence on or about
    June 13, 2017 and initially to expire on July 14, 2017. The Offeror reserves
    the right to extend the offer period from time to time in accordance with
    the terms and conditions of the Tender Offer.
Commenting  on  the  Tender  Offer,  Kaj-Gustaf  Bergh, Chairman of the Board of
Directors  of  Sponda  said:  "The  Board  of  Directors of Sponda has carefully
evaluated  the  tender  offer  and  has  unanimously  decided  to  recommend the
shareholders  to accept  it. The  tender offer  is an  acknowledgement of Sponda
being  the prime real estate investment company in Finland with a clear focus on
high-quality  commercial  properties  in  growth  areas and the Helsinki Central
Business  District in particular. The Board of Directors of Sponda believes that
the  tender offer is in the best interest of all shareholders and that the offer
price  being equal  to Sponda's  net asset  value per  share offers  a favorable
opportunity to Sponda's shareholders."

Commenting  on the Tender Offer, Kari Inkinen, President and CEO of Sponda said:
"With  the  support  of  Blackstone  we  will  further develop our business, our
properties  and our portfolio.  We will continue  to offer high-quality business
premises and working environments to our customers."

Commenting  on the  Tender Offer,  James Seppälä,  Head of  European Real Estate
Acquisitions  at Blackstone, said: "Our  proposed acquisition represents another
step  in Blackstone's long-standing  strategy of investing  in high-quality real
estate assets and businesses across the Nordic region. We are excited about this
opportunity  to invest in the  commercial real estate market  in Finland and are
delighted  with the  strong support  that our  offer has  received from Sponda's
board, management and leading shareholders."

Background and Strategic Plans

Blackstone  has been a global  leader in the real  estate sector since 1991, and
funds  advised by affiliates of Blackstone have approximately USD 102 billion of
real  estate funds under  management. Blackstone has  considerable experience of
investing  in, and  managing, real  estate portfolios  across the United States,
Europe,  Asia and  Latin America  and across  all asset  classes. Major holdings
include  Hilton Worldwide,  Invitation Homes  (single family homes), OfficeFirst
(German  office)  and  prime  office  buildings  in  the  world's  major cities.
Blackstone  also has significant experience of  investing in, and managing, real
estate assets in the Nordic region, including in Finland. Since 2015, Blackstone
has acquired control of over EUR 4 billion of properties in the Nordic region of
which over EUR 1 billion is located in Finland.

The  acquisition of  Sponda represents  a unique  opportunity for  Blackstone to
increase  its investment  in the  Nordic region  and Finland,  in line  with its
strategy  to acquire and  grow high-quality platforms  globally. Given its track
record,  Blackstone  looks  forward  to  partnering with and supporting Sponda's
management  team in realizing value across  Sponda's portfolio, including in its
ongoing  development and land assets. Blackstone  can confirm that it intends to
maintain  Sponda as a going concern and  would look to make further acquisitions
over time in Finland managed by Sponda, where feasible.

Blackstone  and  the  Offeror  do  not  expect any immediate material effects on
Sponda's  operations or  the position  of Sponda's  management or employees as a
result  of the Tender  Offer. Blackstone and  the Offeror also  confirm that the
existing  rights of Sponda's employees, including applicable incentive programs,
social plans, collective labor agreements and pension rights will be respected.

It  has been agreed with Areim AB, acting  on behalf of Areim Fund III, that the
fund  will become a  co-investor in the  Tender Offer alongside Blackstone prior
to, or in connection with, the completion of the Tender Offer.

Tender Offer

For the purpose of the combination, the Offeror and Sponda have on June 5, 2017
entered  into the Combination Agreement, pursuant to which the Offeror will make
a  voluntary  recommended  public  tender  offer  to  purchase  all  issued  and
outstanding  shares  in  Sponda.  For  a  brief  description  of the Combination
Agreement, please see Appendix "Summary of the Combination Agreement" below.

Pursuant  to the Combination Agreement, the Offeror is to acquire all issued and
outstanding  shares amounting  to 339,690,554 shares.  Once the  Offeror obtains
more than 90 percent of all shares and voting rights in Sponda, the Offeror will
then  initiate a  mandatory redemption  procedure for  the remaining  shares and
thereafter apply for delisting of the shares in Sponda from Nasdaq Helsinki.

On  the date of the announcement of the Tender Offer, the Offeror and Blackstone
do not hold any shares or voting rights in Sponda.

The  Offeror  and  Sponda  have  undertaken  to  comply  with the recommendation
regarding  the  procedures  to  be  complied  with in Finnish tender offers (the
"Helsinki Takeover Code") issued by the Finnish Securities Market Association.

The  Offeror reserves the  right to buy  shares of Sponda  before, during and/or
after the offer period in public trading on Nasdaq Helsinki or otherwise.

Recommendation by the Board of Directors of Sponda

The  Board  of  Directors  of  Sponda  has  unanimously decided to recommend the
shareholders  of  Sponda  to  accept  the  Tender  Offer  for  their shares. The
statement  of  the  Board  of  Directors  of Sponda containing the unanimous and
unconditional  recommendation prepared pursuant to the Finnish Securities Market
Act and the Helsinki Takeover Code will be included as an appendix to the tender
offer  document. In  order to  support its  assessment of  the Tender Offer, the
Board  of Directors of Sponda has commissioned UBS Limited to provide a fairness
opinion  concerning  the  Tender  Offer.  The  complete fairness opinion will be
attached to the statement of the Board of Directors of Sponda.

Support by the Largest Shareholders and Management

The largest shareholders of Sponda Mercator Invest Ab, HC Fastigheter Holding Oy
Ab  and Varma Mutual Pension Insurance Company as well as Sponda's President and
CEO Kari Inkinen, together representing approximately 46.9 percent of the shares
have,  subject to certain customary conditions, irrevocably undertaken to accept
the Tender Offer.

Conditions for the Completion of the Tender Offer

The  completion of the Tender  Offer is conditional on,  among other things, the
following  conditions being met or the Offeror waiving the fulfilment thereof on
or  by the date on  which the Offeror announces  the final outcome of the Tender
Offer:

(a)         The Tender  Offer has  been validly  accepted with respect to shares
representing,  together with any  shares otherwise held  by the Offeror prior to
the  result announcement date, more  than ninety (90) percent  of the issued and
outstanding  shares and  voting rights  of Sponda  calculated in accordance with
Chapter  18, Section  1 of  the  Finnish  Companies  Act governing the right and
obligation to commence a mandatory redemption procedure;

(b)         All necessary regulatory approvals,  permits and consents, including
without limitation competition clearances, have been received and any conditions
set in such approvals, permits, consents or clearances are reasonably acceptable
to  the Offeror in that they are not materially adverse to the Offeror or Sponda
in  view of the  Tender Offer or  the benefits of  the transactions contemplated
thereby;

(c)         No legislation or other regulation has  been issued or decision by a
competent  court  or  regulatory  authority,  including  the  Finnish  Financial
Supervisory  Authority, has been  given that would  wholly or partly prevent the
completion  of  the  Tender  Offer  or  result  in a Material Adverse Effect (as
defined  in "Appendix:  Summary of  the Combination  Agreement" below)  having a
disproportionate effect on Sponda relative to other industry participants;

(d)         No information made public  by Sponda or disclosed  by Sponda to the
Offeror  is materially inaccurate, incomplete, or misleading, and Sponda has not
failed  to make public any  information that should have  been made public by it
under  applicable laws and regulations, provided that such disclosure or failure
to disclose information constitutes a Material Adverse Effect;

(e)         No fact  or circumstance  has arisen  after the  announcement of the
Tender  Offer that constitutes or is  reasonably likely to constitute a Material
Adverse Effect;

(f)        The  Board  of  Directors  of  Sponda  has  issued  the unanimous and
unconditional  recommendation to the shareholders to accept the Tender Offer for
their shares and the recommendation remains in full force and effect and has not
been  modified,  cancelled  or  changed  in  a  manner deemed detrimental by the
Offeror;

(g)        The Combination Agreement has not been terminated and remains in full
force and effect; and

(h)        The undertakings by the major  shareholders of Sponda Mercator Invest
Ab,  HC Fastigheter Holding Oy Ab and  Varma Mutual Pension Insurance Company to
accept the Tender Offer remain in full force and effect in accordance with their
terms.

Offer Period

The  offer period for the Tender Offer is  expected to commence on or about June
13, 2017 and initially to expire on July 14, 2017.

The  Offeror reserves the right to extend the  offer period from time to time in
accordance with the terms and conditions of the Tender Offer.

The detailed terms and conditions of the Tender Offer as well as instructions on
how  to accept the Tender  Offer will be included  in the tender offer document,
which the Offeror expects to publish on or about June 12, 2017.

Offer Price

The  Offer  Price  is  EUR  5.19 in  cash  for  each  share in Sponda. Under the
Combination  Agreement,  Sponda  has  the  right  to  distribute a dividend of a
maximum  of EUR 0.12 per  share before the  completion of the  Tender Offer. The
Offer  Price will  be adjusted  downwards on  a euro-for-euro  basis if any such
dividend  were to  be distributed.  Should the  maximum dividend of EUR 0.12 per
share  permitted under the Combination Agreement be distributed, the Offer Price
would  be  adjusted  to  EUR  5.07 in  cash  on  the record date of the dividend
payment.

The Offer Price represents a premium of:

  * 28.1 percent to the three-month volume-weighted average price of Sponda
    share on Nasdaq Helsinki up to and including June 2, 2017;
  * 20.7 percent to the closing price of Sponda share on Nasdaq Helsinki on June
    2, 2017 (i.e., the last day of trading before the announcement of the Tender
    Offer); and
  * 1.8 percent to the EPRA NNNAV (adjusted net asset value) based on the
    unaudited interim report as at and for the three months ended March
    31, 2017.
The  Offer Price provides full  value relative to Sponda's  IFRS net asset value
based on the unaudited interim report as at and for the three months ended March
31, 2017.

Financing

According  to the Combination Agreement,  the Offeror has, and  will have on the
closing  date of the  Tender Offer, access  to capital in  sufficient amount, as
evidenced  in  an  equity  commitment  letter  delivered  to Sponda prior to the
execution  of the Combination Agreement, to finance the payment of the aggregate
Offer  Price for all of the shares in Sponda in connection with the Tender Offer
(including   any  subsequent  mandatory  redemption  procedure).  The  Offeror's
obligation  to  complete  the  Tender  Offer  is not conditional upon receipt of
financing  (assuming that all  the conditions to  completion of the Tender Offer
are  otherwise satisfied or waived by the Offeror) and no third party consent is
required by the Offeror for the financing of the Tender Offer.

Authority Approvals

The Offeror will, promptly after the date of the Combination Agreement, make all
submissions,  notifications  and  filings  necessary  to  obtain  all  consents,
approvals  or  actions  by  any  competition  authorities  and  other regulatory
authorities  under any applicable  competition and other  regulatory laws in any
jurisdiction  and  will  use  its  reasonable  best  efforts  to obtain all such
consents, approvals or actions as soon as practically possible.

According  to  information  currently  available,  it  is  not  certain that all
necessary  authority approvals can be  obtained by the end  of the initial offer
period. In case all necessary approvals have not been obtained by the end of the
initial  offer period,  the Offeror  will extend  the offer  period in  order to
receive  the necessary approvals  to be able  to complete the  Tender Offer. The
Offeror  currently  estimates  that  the  competition clearances may be obtained
prior to the expiry of the initial offer period.

Advisers

The Offeror has appointed Goldman Sachs International and Nordea Bank AB (publ),
Finnish  Branch as financial advisers, Nordea  Bank AB (publ), Finnish Branch as
arranger  in relation  to the  Tender Offer  outside the  United States, Goldman
Sachs  & Co. LLC  as dealer manager  in relation to  the Tender Offer within the
United  States  and  White & Case LLP  as  legal  adviser in connection with the
Tender  Offer. Sponda has appointed UBS Limited as financial adviser and Castrén
& Snellman Attorneys Ltd. as legal adviser in connection with the Tender Offer.


Sponda Plc


Further information

Kari Inkinen, President and CEO
Kaj-Gustaf Bergh, Chairman of the Board of Directors

Kindly submit a call-back or interview request via Tua Stenius-Örnhjelm, IR
Manager, tel. +358 40 748 8864 or tua.stenius-ornhjelm@sponda.fi


Blackstone in brief:

Blackstone  has been a global  leader in the real  estate sector since 1991, and
funds  advised by affiliates of Blackstone have approximately USD 102 billion of
real  estate funds under  management. Blackstone has  considerable experience of
investing  in, and  managing, real  estate portfolios  across the United States,
Europe,  Asia and  Latin America  and across  all asset  classes. Major holdings
include  Hilton Worldwide,  Invitation Homes  (single family homes), OfficeFirst
(German  office)  and  prime  office  buildings  in  the  world's  major cities.
Blackstone  also has significant experience of  investing in, and managing, real
estate assets in the Nordic region, including in Finland. Since 2015, Blackstone
has acquired control of over EUR 4 billion of properties in the Nordic region of
which over EUR 1 billion is located in Finland.
Further information is available at www.blackstone.com.

Sponda in brief:

Sponda is a property investment company specializing in commercial properties in
the  largest cities in Finland.  Sponda's business concept is  to own, lease and
develop retail and office properties and shopping centers into environments that
promote  the business  success of  its clients.  As at  March 31, 2017, the fair
value  of Sponda's investment  properties was approximately  EUR 3.8 billion and
the leasable area was approximately 1.2 million square meters.

www.sponda.fi/en

THIS  RELEASE MAY NOT BE RELEASED,  PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE
OR  IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.

THIS  RELEASE IS NOT A TENDER OFFER DOCUMENT  AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN
OFFER  TO SELL OR THE  SOLICITATION OF AN OFFER  TO BUY ANY SECURITIES DESCRIBED
HEREIN,  AND  IS  NOT  AN  EXTENSION  OF  THE  TENDER  OFFER,  IN CANADA, JAPAN,
AUSTRALIA,  SOUTH AFRICA OR  HONG KONG. INVESTORS  SHALL ACCEPT THE TENDER OFFER
FOR  THE SHARES ONLY ON THE BASIS OF  THE INFORMATION PROVIDED IN A TENDER OFFER
DOCUMENT.  OFFERS WILL  NOT BE  MADE DIRECTLY  OR INDIRECTLY IN ANY JURISDICTION
WHERE  EITHER AN OFFER OR PARTICIPATION  THEREIN IS PROHIBITED BY APPLICABLE LAW
OR  WHERE ANY TENDER OFFER DOCUMENT  OR REGISTRATION OR OTHER REQUIREMENTS WOULD
APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE  TENDER OFFER IS NOT  BEING MADE DIRECTLY OR  INDIRECTLY IN ANY JURISDICTION
WHERE  PROHIBITED  BY  APPLICABLE  LAW  AND,  WHEN  PUBLISHED,  THE TENDER OFFER
DOCUMENT  AND  RELATED  ACCEPTANCE  FORMS  WILL  NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED  OR  TRANSMITTED  INTO  OR  FROM  ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE  LAW. IN PARTICULAR, THE TENDER OFFER  IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY,  IN OR INTO, OR BY USE OF THE  POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY  (INCLUDING, WITHOUT LIMITATION,  FACSIMILE TRANSMISSION, TELEX,
TELEPHONE  OR ELECTRONIC  TRANSMISSION BY  WAY OF  THE INTERNET OR OTHERWISE) OF
INTERSTATE  OR FOREIGN COMMERCE  OF, OR ANY  FACILITIES OF A NATIONAL SECURITIES
EXCHANGE  OF, CANADA,  JAPAN, AUSTRALIA,  SOUTH AFRICA  OR HONG KONG. THE TENDER
OFFER  CANNOT BE  ACCEPTED, DIRECTLY  OR INDIRECTLY,  BY ANY  SUCH USE, MEANS OR
INSTRUMENTALITY  OR FROM WITHIN  CANADA, JAPAN, AUSTRALIA,  SOUTH AFRICA OR HONG
KONG.  NO HOLDER AND ANY PERSON ACTING FOR THE ACCOUNT OR BENEFIT OF A HOLDER IN
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG SHALL BE PERMITTED TO ACCEPT
THE TENDER OFFER.

Notice to Shareholders in the United States

U.S.  shareholders are  advised that  Sponda's shares  are not  listed on a U.S.
securities  exchange and  that Sponda  is not  subject to the periodic reporting
requirements  of  the  U.S.  Securities  Exchange  Act  of 1934, as amended (the
"Act"),  and is not  required to, and  does not, file  any reports with the U.S.
Securities and Exchange Commission (the "SEC") thereunder.

The  Tender Offer is made to Sponda's shareholders resident in the United States
on  the same  terms and  conditions as  those made  to all other shareholders of
Sponda to whom an offer is made. Any information documents, including the tender
offer  document,  are  being  disseminated  to  U.S.  shareholders  on  a  basis
comparable  to the  method that  such documents  are provided  to Sponda's other
shareholders.

The  Tender  Offer  is  made  for  the  shares  in  Sponda,  a  Finnish company.
Information  distributed in connection with the Tender Offer and the combination
is subject to disclosure requirements of Finland, which are different from those
of  the United  States. The  financial information  included in this release has
been  prepared in accordance with accounting standards in Finland, which may not
be  comparable to  the financial  statements or  financial information of United
States companies.

It  may be difficult for  Sponda's shareholders to enforce  their rights and any
claim they may have arising under the federal securities laws, since the Offeror
and  Sponda are  located in  non-U.S. jurisdictions,  and some  or all  of their
respective  officers and directors  may be residents  of non-U.S. jurisdictions.
Sponda's  shareholders may  not be  able to  sue the  Offeror or Sponda or their
respective  officers or directors in a non-U.S. court for violations of the U.S.
securities  laws. It may be difficult to compel the Offeror and Sponda and their
respective affiliates to subject themselves to a U.S. court's judgment.

The Tender Offer is expected to be made in the United States pursuant to Section
14(e) and  Regulation  14E under  the  Act  as  a  "Tier  II"  tender offer, and
otherwise  in accordance with the requirements  of Finnish law. Accordingly, the
Tender  Offer will be  subject to disclosure  and other procedural requirements,
including  with  respect  to  withdrawal  rights,  offer  timetable,  settlement
procedures and timing of payments that are different from those applicable under
U.S. domestic tender offer procedures and law.

To  the extent permissible under applicable  law or regulations, the Offeror and
its  affiliates or brokers (acting as agents  for the Offeror or its affiliates,
as  applicable) may  from time  to time  after the  date hereof,  and other than
pursuant  to the  Tender Offer,  directly or  indirectly purchase  or arrange to
purchase,  shares of  Sponda, that  are the  subject of  the Tender Offer or any
securities  that are convertible into, exchangeable  for or exercisable for such
shares.  To  the  extent  information  about  such  purchases or arrangements to
purchase  is made public in Finland, such information will be disclosed by means
of  a  press  release  or  other  means  reasonably  calculated  to  inform U.S.
shareholders  of Sponda of such information. In addition, the financial advisors
to  the  Offeror  may  also  engage  in  ordinary  course  trading activities in
securities  of Sponda, which  may include purchases  or arrangements to purchase
such securities.

Neither  the  SEC  nor  any  U.S.  state  securities  commission has approved or
disapproved  the  Tender  Offer,  or  passed  any  comment  upon the adequacy or
completeness of the tender offer document. Any representation to the contrary is
a criminal offence in the United States.

Disclaimers

Goldman  Sachs International, which  is authorized by  the Prudential Regulation
Authority  and regulated by  the Financial Conduct  Authority and the Prudential
Regulation  Authority in the  United Kingdom, is  acting as financial adviser to
the  Offeror and no one  else in connection with  the Tender Offer and the other
matters  referred to in this announcement, and  will not regard any other person
as  its client in relation to the Tender Offer and the other matters referred to
in  this  announcement  and  will  not  be  responsible to anyone other than the
Offeror  for  providing  the  protections  afforded  to clients of Goldman Sachs
International,  nor for providing advice in relation  to the Tender Offer or the
other matters referred to in this announcement.

Goldman  Sachs & Co. LLC is acting as dealer manager for the Tender Offer within
the  United States on behalf  of the Offeror and  no one else in connection with
the  Tender Offer and  the other matters  referred to in  this announcement, and
will  not regard any other person as its  client in relation to the Tender Offer
and  the  other  matters  referred  to  in  this  announcement  and  will not be
responsible  to  anyone  other  than  the  Offeror for providing the protections
afforded  to clients of Goldman Sachs & Co.  LLC, and will not be responsible to
any  person for providing  advice in relation  to the Tender  Offer or the other
matters referred to in this announcement.

Nordea  Bank AB (publ), Finnish  Branch is under the  supervision of the Swedish
Financial  Supervisory  Authority  (Finansinspektionen)  in cooperation with the
Finnish  Financial  Supervisory  Authority  (Finanssivalvonta).  Nordea  Bank AB
(publ),  Finnish  Branch  is  acting  as  financial  adviser  to the Offeror and
arranger  in relation to the  Tender Offer outside the  United States and no one
else  for the purpose of  the consideration of the  Tender Offer and will not be
responsible  to  anyone  other  than  the  Offeror for providing the protections
offered  to clients of Nordea  Bank AB (publ), Finnish  Branch nor for providing
advice in relation to the Tender Offer.

UBS  Limited is authorized by the  Prudential Regulation Authority and regulated
by  the Financial Conduct  Authority and the  Prudential Regulation Authority in
the  United Kingdom. UBS Limited is acting as financial adviser to Sponda and no
one  else for the purpose of the consideration  of the Tender Offer and will not
be responsible to anyone other than Sponda for providing the protections offered
to  clients of UBS  Limited nor for  providing advice in  relation to the Tender
Offer.

Appendix: Summary of the Combination Agreement

General

The  Offeror  and  Sponda  have  on  June  5, 2017 entered  into the Combination
Agreement pursuant to which the Offeror will make a voluntary recommended public
tender offer to purchase all issued and outstanding shares in Sponda.

Recommendation of the Board of Directors of Sponda

 (a)        The stock exchange release announcing the Tender Offer for the first
time  must include  the unanimous  recommendation of  the Board  of Directors of
Sponda to the shareholders in Sponda to accept the Tender Offer for their shares
in  Sponda. Further,  the tender  offer document  must include the unanimous and
unconditional (subject to this Section) recommendation of the Board of Directors
of  Sponda to the  shareholders in Sponda  to accept the  Tender Offer for their
shares. In addition, the recommendation of the Board of Directors of Sponda must
in a positive manner address the strategic plans of the Offeror presented in the
tender  offer document and their likely effects on the operations and employment
of  Sponda as provided under the Finnish Securities Market Act. The statement of
the Board of Directors of Sponda containing the recommendation prepared pursuant
to  the Finnish  Securities Market  Act and  the Helsinki  Takeover Code will be
included as an appendix to the tender offer document and Sponda must submit such
statement  (together with its appendices)  to the Offeror no  later than two (2)
days after the receipt of the draft tender offer document filed with the Finnish
Financial  Supervisory Authority for inclusion in the tender offer document. The
parties  acknowledge  that  the  Board  of  Directors  of  Sponda has obtained a
fairness  opinion from UBS Limited  in respect of the  fairness from a financial
point of view of the Tender Offer for the shareholders of Sponda.

(b)         The  Board  of  Directors  of  Sponda  may, at any time prior to the
completion  of the Tender Offer, withdraw,  modify, amend, include conditions to
or  decide not to issue its recommendation  or take actions contradictory to its
earlier recommendation, if:

(i)          the Board  of Directors  of Sponda,  on the  basis of its fiduciary
duties,  considers that, due to materially changed circumstances, the acceptance
of the Tender Offer would no longer be in the best interest of the shareholders;
and

(ii)          the  Board  of  Directors  of  Sponda  has  taken  advice  from an
independent reputable legal advisor; and

(iii)         the Board of Directors  of Sponda has provided  the Offeror with a
reasonable opportunity, during not less than four (4) business days after having
informed  the Offeror on  the actions discussed  in this paragraph, to negotiate
with the Board of Directors of Sponda on such actions; and

(iv)         if an action allowed by this Section (b) is connected to a Superior
Offer  (as defined below) or  to a Competing Offer  (as defined below) which the
Board  of  Directors  of  Sponda  has  determined  in good faith to constitute a
Superior  Offer, if made public, (A) the  Board of Directors of Sponda has given
the  Offeror a  reasonable opportunity,  during not  less than four (4) business
days  after having received  the information relating  to such Superior Offer or
Competing Offer, to agree with the Board of Directors of Sponda on improving its
Tender  Offer provided pursuant to the Combination Agreement and, as applicable,
(B)  Sponda has informed the  Offeror that the Board  of Directors of Sponda has
determined  that such Competing Offer constitutes  a Superior Offer or would, if
announced,  constitute a Superior Offer, and,  as applicable, (C) such Competing
Offer has been publicly announced such that it becomes a Superior Offer.

(c)         Sponda must  not, directly  or indirectly,  solicit any inquiries or
facilitate  or solicit any proposal or offer (including, without limitation, any
proposal  or  offer  to  shareholders)  that  constitutes,  or may reasonably be
expected  to lead to, any competing transaction  or that could otherwise harm or
hinder the completion of the combination or have any discussions or negotiations
with anyone in furtherance of any actions covered by this Section (c).

(d)         If Sponda receives from any  person an unsolicited bona fide written
offer  for a competing transaction (a "Competing Offer"), Sponda must within two
(2)  business days after having received such Competing Offer inform the Offeror
of  the Competing Offer in reasonable detail (including, to the extent available
to Sponda, the identity of the third party making the Competing Offer, the value
offered  to  the  shareholders  and  other  material terms and conditions of the
Competing Offer).

(e)         A "Superior Offer" means a  bona fide binding written offer publicly
announced in accordance with the Finnish Securities Market Act and not solicited
by  or on behalf of  Sponda made by a  third party to acquire  all of the shares
pursuant  to a tender offer or a merger,  or to acquire all of the operations of
Sponda  pursuant to a sale of all or  substantially all of the assets of Sponda,
on  terms which the Board  of Directors of Sponda  reasonably determines in good
faith  to be more beneficial for the  shareholders than the Tender Offer, as the
same may be modified by the Offeror in accordance with the Section (b) above. In
determining  whether an offer is more beneficial for the shareholders, the Board
of  Directors  of  Sponda  must  also  take  into  account whether the potential
Superior  Offer is reasonably capable of being consummated (taking into account,
among  other things, all legal, financial,  regulatory and other aspects of such
proposal  and  the  identity  of  the  person  making  such  proposal)  and  the
availability of financing.

Representations, Warranties, Covenants and Undertakings

The   Combination   Agreement   contains   certain   customary  representations,
warranties,  covenants  and  undertakings,  such  as  (a)  Sponda conducting its
business  in all material respects in the ordinary course of business consistent
with  past practice before the completion of the Tender Offer, including but not
limited  to refraining from any decision  or proposal concerning or constituting
distribution   of   dividends  or  other  funds  from  Sponda  (other  than  the
distribution  of  a  maximum  of  EUR  0.12 dividend  per  share  pursuant to an
authorization  of the annual general meeting  of shareholders of Sponda on March
20, 2017) and (b) cooperation between the Offeror and Sponda in doing all things
necessary   or   advisable   to  consummate,  in  the  most  expeditious  manner
practicable,  the Tender Offer and the combination, including: (i) the obtaining
of   all   necessary  waivers,  consents  and  approvals  from  governmental  or
supranational  entities or authorities and stock exchanges and the making of all
necessary  registrations and filings  and the taking  of all reasonable steps as
may  be necessary to obtain an approval or waiver from, or to avoid an action or
proceeding  by, any such entity, authority  or stock exchange, provided that the
Offeror  and its  affiliates will  have no  obligation to  offer or agree to any
structural  (such  as  divestment  of  assets,  companies  or  businesses or the
granting  of any licenses)  and/or behavioral commitments  as may be required to
remove  any concerns that any governmental or supranational authorities may have
for  an expedient approval  of the transactions  contemplated by the Combination
Agreement;  (ii) the  obtaining of  all material  consents, approvals or waivers
from  third parties necessary to consummate the Tender Offer and the combination
and  (iii)  executing  and  delivering  any  additional instruments necessary to
consummate  the Tender  Offer and  the combination,  and to  fully carry out the
purposes  of the Combination Agreement. In addition,  as soon as the Offeror has
publicly  announced  that  it  will  complete  the  Tender  Offer,  the Board of
Directors  of Sponda has undertaken  to, at the written  request of the Offeror,
resolve to convene an extraordinary general meeting of shareholders of Sponda no
later than three (3) banking days after such request for the purpose of electing
new members of the Board of Directors of Sponda.

Conditions to Completion

The  obligation of the Offeror to consummate  the Tender Offer is subject to the
satisfaction  or waiver by the Offeror of the conditions to completion described
above  under "Conditions for the Completion of  the Tender Offer" on or prior to
the date of announcement of the final results of the Tender Offer.

Termination

The Combination Agreement may be terminated and the combination may be abandoned
at any time prior to the closing date of the Tender Offer, as follows:

(a)        by a mutual written agreement of the parties;

(b)         by either party, if  the closing date has  not occurred on or before
December  5, 2017 other than  due to  pending authority  approvals as set out in
Schedule  4.7 (Authority  Approvals)  of  the  Combination  Agreement; provided,
however,  that this right to terminate will  not be available to the party whose
failure  to  fulfil  any  obligation  under  the Combination Agreement will have
resulted in the failure of the closing date to occur on or before such date;

(c)         by either  party, if  any order  preventing the  consummation of the
combination  or a  material part  of it  will be  issued by  any court  or other
authority of competent jurisdiction and will become final and non-appealable;

(d)        by Sponda, if (i) the Board of Directors of Sponda has, in accordance
with  Section (b)  under "Recommendation  of the  Board of  Directors of Sponda"
above,  withdrawn, modified, amended,  included conditions to  or decided not to
issue  its recommendation or (ii) the Offeror has not commenced the Tender Offer
on or prior to June 23, 2017 or a later date agreed by the parties;

(e)        by the Offeror, if the Board of Directors of Sponda has

(i)          withdrawn, modified, amended, included conditions to or decided not
to  issue its  recommendation or  proposed to  withdraw, modify,  amend, include
conditions  to or  decided not  to issue  its recommendation  excluding, for the
avoidance  of doubt, any technical modification  or change of the recommendation
required  under applicable laws or  the Helsinki Takeover Code  as a result of a
Competing  Offer so  long as  the recommendation  to accept the Offeror's Tender
Offer is upheld;

(ii)          approved or recommended, or proposed  to approve or recommend, any
Competing Offer;

(iii)         announced a neutral position with  respect to any Competing Offer,
and  failed to reject or recommend such Competing Offer within three (3) days of
the announcement of such neutral position; or

(iv)         taken any other action  contradictory to its earlier recommendation
and  has not rectified such contradictory action  within three (3) days from the
Offeror's written notice thereof;

(f)         by the Offeror, upon

(i)          an occurrence of an  event that has resulted  in or constituted, or
would  reasonably be  expected to  result in,  or constitute, a Material Adverse
Effect (as defined below); or

(ii)          the  Offeror,  after  the  execution of the Combination Agreement,
receiving  new  information  undisclosed  to  it  prior  to the execution of the
Combination Agreement which has a Material Adverse Effect; and

(g)         by the Offeror, upon a material breach of any company warranty given
by  Sponda in Section  3 (Representations and Warranties  of the Company) of the
Combination  Agreement;  or  by  Sponda,  upon  a material breach of any offeror
warranty  given by the  Offeror in Section  4 (Representations and Warranties of
the  Offeror) of the Combination Agreement; or  by either Sponda or the Offeror,
upon  a material  breach of  any covenant  or agreement  included in  Section 2
(Combination) or Section 5 (Covenants and Undertakings) or Section 8.3(a) of the
Combination  Agreement, as the case may be,  by the other party, unless, in each
case,  such breach has been rectified by the breaching party no later than three
(3) business days prior to the expiration date of the Tender Offer.

In the event of termination of the Combination Agreement pursuant to the above,
the Combination Agreement will forthwith become void and there will be no
liability under the Combination Agreement for either party or any of its
directors and officers and all rights and obligations of the parties will cease,
save for any obligations relating to public announcements under Section 5.7
(Publicity) of the Combination Agreement and reimbursement of expenses under
Section 8.3 of the Combination Agreement; provided, however, that nothing herein
will relieve either party from liability for fraud or willful misconduct.

"Material  Adverse Effect" means any  event, circumstance, development, state of
facts,  occurrence, change or effect, whether  individually or in the aggregate,
that  is  or  would  reasonably  be  expected  to  be  materially adverse to the
business, assets, financial condition or results of operations of Sponda and its
subsidiaries,  taken as a whole;  provided, that none of  the following shall in
and  of itself  constitute, and  no event,  circumstance, development,  state of
facts,  occurrence, change  or effect  to the  extent resulting  from any of the
following shall constitute, a Material Adverse Effect:

(i)         any change in political, financial, industry, economic or regulatory
conditions  generally, so long  as such change  does not have a disproportionate
effect on Sponda relative to other industry participants;

(ii)          any effect resulting from or caused by natural disasters, outbreak
of  major hostilities or any act of war or terrorism so long as such effect does
not  have  a  disproportionate  effect  on  Sponda  relative  to  other industry
participants;

(iii)          any  effect  resulting  from  any  actions taken by Sponda at the
express request or direction of the Offeror; or

(iv)         any effect with  respect to Sponda arising  out of the announcement
of,  or  performance  of  obligations  under,  the  Combination Agreement or the
identity of the parties to the Combination Agreement;

provided  that,  if  any  event,  circumstance,  development,  state  of  facts,
occurrence,  change  or  effect  results  in  part  from  any  of (i) to (iv) in
conjunction  with any  other event,  circumstance, development,  state of facts,
occurrence,  change or  effect, only  the incremental  impact will be taken into
account in determining whether there has been a Material Adverse Effect.

For the sake of clarity, under no circumstances will any Material Adverse Effect
be  deemed to exist to the extent such Material Adverse Effect has been publicly
disclosed  by  Sponda  (including  any  publicly  disclosed  annual  or  interim
reports),  is otherwise generally in  the public domain or  is actually known to
the  Offeror or Blackstone,  or has been  fairly disclosed in  the due diligence
information  by or on behalf of  Sponda, in each case, prior  to the date of the
Combination Agreement.

Governing Law

The  Combination Agreement is  governed by and  construed in accordance with the
laws of Finland.

Any  claim, controversy or dispute arising out of or relating to the Combination
Agreement,  or the  breach, invalidity  or termination  thereof, will be finally
settled  by arbitration in accordance with  the Arbitration Rules of the Finland
Chamber  of Commerce (the  "Arbitration Institute"). The  arbitral tribunal will
consist  of three members, one member to be appointed by the Offeror, one member
to be appointed by Sponda and one member, serving as the chairman, to be jointly
appointed  by  the  two  members  so  appointed.  In  the  absence  of  any such
appointment  and  where  the  parties  are  unable  to agree on a method for the
constitution  of the arbitral  tribunal, the Arbitration  Institute will appoint
each  missing member of the arbitral tribunal  and will designate one of them to
serve  as the chairman. The  arbitration will be held  in Helsinki, Finland, and
the  arbitration proceedings  will be  conducted in  the Finnish  language. Each
party  may  apply  to  a  court  of  competent  jurisdiction for a precautionary
measure, temporary procedural remedy, temporary restraining order or preliminary
injunction  where  such  relief  is  necessary  to protect its interests pending
completion of arbitration proceedings.




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